The New Tenant
by jdmfanfiction
Summary: Lily moves to New York City and once she finds a nice apartment with a surprising reasonable rent, she takes a chance. What's the catch? Her landlord, Max. Relationships develop and she finds out what he does, his hidden "lair," and she does her best to try and help him. (Max/OFC)
1. Chapter 1

**Author's Note:** So, this is a Max/OFC fanfic! I loved JDM in "The Resident" and couldn't help myself feel some sort of attraction to his character, despite how creepy he was. I wanted to make Max more human rather than an antagonist in this story. I'm going to try and make his character likeable... So, here goes! Enjoy! :)

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Lily had finally moved away from California and to New York City. New York was somewhere she always wanted to live in, but she knew it was going to be difficult. As a photographer, it was becoming increasingly difficult to make a living in California.

She figured New York City would give her more opportunities.

The first week she arrived to the Big Apple, Lily spent every minute of the day trying to sell her photographs or even put them up in a gallery.

The only downfall was that she was currently living in a hotel room and the money was piling up. There was no way that she would be able to afford living in a hotel for another day. That following week, Lily took a break to look for any vacant apartments. While there were a few that were beautiful, the rent was completely out of her budget.

Looking through the newspaper with a bag slung over her shoulder and her camera dangling around her neck, one offer caught her eye. She was just hoping that the rent would be reasonable with a nice neighborhood.

Upon reaching the building, Lily looked at her surroundings and immediately grinned at the sight of the bridge. She lifted her camera to take a picture; things were looking up. All she hoped was that the rent and landlord gave her a good offer.

She entered the building, ascending the stairs. Her eyes drift to the paper in her hands before pushing open a door. This was the one.

She looked around and bit her lower lip. It was perfect for a photographer. Three large windows to display the beautiful view of the bridge, but at the sound of construction, Lily knew that this may be too good to be true.

Her eyes deviate to the man who was kneeling down with a mask and glasses. She grabbed her camera and took a photo of him – she always loved taking candid photos.

At the sound of the click, the man looked up. He removed the mask and the glasses, flashing her a small smile.

Lily was taken by surprise at how good looking he was. She sure hoped that he was merely a man doing construction and not her landlord.

"Hi," he spoke, pocketing a hand and taking a step towards her.

Lily bit her lower lip.

"You're cute. I mean, shit. Sorry. Hi. I'm Lily."

He ran a hand along his beard, closing the distance between himself and the woman standing before him. There was a twinkle in his eye as she stared up at him.

 _Fuck. Way to go_ , she thought to herself.

"I'm Max. I'm the landlord here."

"I'm sorry. I didn't mean to say what I did. I mean, believe me, you really are a handsome man and I'm just digging myself into a bigger hole, aren't I?" A blush appeared at her cheeks and Lily instantly dropped her eyes to look down at her camera.

"Well, I appreciate the compliment, so thank you. I see you spotted my ad in the paper. Was wondering if anyone would show up. Problem is, it's not finished yet, as you can see…"

Lily glanced around, shaking her head.

"I can't afford this."

Max interrupted, "Twenty-four hundred."

She looked up at him, playing with the fabric of her camera strap. "You're joking, right? What's the catch? A beautiful place like this with an amazing view is only twenty-four hundred?"

"Well, utilities are separate, but if you don't mind the noise, then there really is no catch. Majority of my tenants have moved out, so I've been renovating the apartments. The train causes a lot of vibration and noise, but other than that, you've got the best view in the building."

Max maintained a gentle smile, watching her with careful eyes.

"I don't mind noise… I can sleep as long as there's quiet music in the background. The only problem is… I would need to move in in two days and from the looks of it, you said it isn't finished," Lily said, sighing quietly.

"I may not be done, but that doesn't mean you can't move in. If it's okay with you… I can still work on this apartment. I'll even play some music for you if I work well into the night…" Max bit his lower lip, flashing her his dimples.

There was no way that Lily was going to say no.

For once, she was finally able to call a place her _home_.

"Okay, okay. I'll take it," she grinned.

Max nodded, extending a hand out for her to take. "That's great. Seems like I've got a new tenant."

Lily slowly took his hand, shaking it gently as her eyes stare up at him. It was going to be difficult for her to not gain the hots for this man – he was gorgeous, generous, and kind?

Yeah, she was going to be in big trouble.

The next few days, Lily finally grabbed majority of her things, seeing Max leave the building.

"Hey. Need some help?" He offered, walking towards the back of the move-in truck.

"Yeah. That'd be great. Seems like someone here doesn't want to do his job. Thank you." Lily smiled over at Max, grabbing the few things that she brought with her to New York. It was her third week in a new environment and things were finally looking up.

Once they finished bringing her furniture and clothes upstairs, Lily took a seat at her bed and grinned, lying back. Max hovered at the edge of the mattress, his eyes slowly raking over her body in a territorial stare.

Lily sat up and smiled up at the man who had been a blessing in her new life.

"Thank you, Max. I appreciate all that you've done for me. You even helped me move in. A few landlords should take after your generosity. Would make the whole world a better place, I'd say," she laughed quietly, standing from the bed to give him a gentle hug.

Max bit his lower lip, his arms slowly snaking around her frame. He inhaled her scent, shutting his eyes and imagining what it would be like to have her as his own.

"It's no problem, Lily. I'm glad I can help."

When she pulled away, Max frowned. He was beginning to enjoy her presence.

"Well, I better get going. Let you get settled in."

Lily nodded, leading him out of her apartment as he stood out in the hallway. He flashed her a small smile and cleared his throat quietly.

"If you need anything, I'll be down the hall. Perks of living on the same floor as your landlord and my only tenant."

Lily laughed quietly, leaning against the door. "Sounds good. I'll see you later, Max. Good night."

Lily spent the rest of the night organizing her apartment, especially her bed. It was beginning to look and feel like home. She never really knew what it felt like to have a home with the absence of her own family, but things were finally looking up.

Max was watching her through a peephole that he strategically built. Lily was sitting in the bath with a glass of wine and soft music playing in the background. She tilted her head back against the edge of the tub, shutting her eyes and allowing the warm water and bubbles relax her muscles.

Though, she was brought out of her reverie when her phone rang. Instantly grabbing it from the ledge, Lily brought it to her ear to hear the good news.

"Wait, wait. My photographs are being shown in a gallery tomorrow?! And they're going to be for sale? What's the catch?"

Max smiled at that. Apparently she didn't know that sometimes good karma was deserving for someone who had been through a lot; if only he knew what that felt like.

As she talked to the other person on the phone, Lily's eyes lit up at the mention at how a few other photographers and businessmen and women would be in attendance.

"Okay, thank you so much. I'll be there." Hanging up, Lily set her phone aside and grinned to herself, downing the rest of her glass of wine.

She climbed out of the tub, water dripping onto the tiled floor as Max let his eyes rake over her bare frame. He just hoped that things could go right with her – he was tired of being told no by other women.

The next day, Lily eagerly dressed in black jeans and a nice blouse. Her curled hair framed her face perfectly and once she left her apartment, Lily was hoping she would bump into Max to tell him the good news.

 _Maybe later_ , she told herself.

Entering the gallery, her eyes instantly found the section of her photographs with many people surrounding it. Taking a deep breath, Lily walked to the small crowd to introduce herself and also to give them a bit of backstory on the photos as well as the type of photographer she was.

They seemed pleasantly satisfied, especially when a few businessmen handed their cards to her. When the head of the gallery approached her, he told her that all her photographs had been sold. Grinning, Lily hugged the man before walking towards the bar.

Max was watching from afar, smiling at her excitement. He had to make himself known somehow. Taking note that she walking to the bar, Max began to walk towards her, bumping into her along the way.

"Oh, I'm sorr – Lily?"

"Max!" Lily looked up at the man with a large grin and wrapped her arms around him in a tight embrace. "I was looking for you earlier!"

Max pulled back from the hug with a slightly confused expression. "You were?"

"I wanted to tell you the good news about my photographs being featured in a gallery, but you're here already."

Max smiled to himself, pocketing his hands once more. "Well, congratulations. I enjoy coming to galleries like these and supporting the community. I actually bought a piece over there – " He pointed in the direction of one of her photographs.

Lily smiled, "You bought one of my photographs…"

"Saw it and imagined it in my apartment. Figured I'd jump on it before someone got it before me." Max couldn't help the smile line his lips at how cheerful she seemed to be. "The man told me that I could pick it up tomorrow."

Lily instantly took his hand, smiling to herself. "Wanna get outta here?"

Max arched a brow, taken aback at her sudden need to leave, but he wasn't going to complain. He enjoyed her company and if spending some alone time with her would make her happy, then he would happily oblige.

"Sure, yeah." Max held the door open for her and stepped out, watching her hand move away from his own. He instantly missed the feel of having her so close, but he already had a plan in making that happen.

When Max bought two cups of coffee, he led her to a bench that overlooked the bridge. Lily took a seat and smiled over at him, leaning back against the bench.

"I have a question," Lily asked.

Max took a sip of his coffee, glancing over at her and nodding. The smile seemed to remain on his lips and Lily would be lying if she said she didn't enjoy the view. He was incredibly handsome.

"I don't see a ring on your finger and you surely don't live with a woman, so… Why don't you have a girlfriend? You're extremely nice. You're handsome. Seems like you're the whole package…" She bit her lower lip nervously, her eyes drifting to his.

"I'm flattered, really." Max laughed quietly, shrugging a shoulder. "I don't know. I work a lot and since my grandfather's health have been taking a toll on him, I haven't had much time to _date_."

"… Makes sense." Lily took a sip of her coffee and let it rest on her lap afterwards. She looked out to the amazing view of the bridge, sighing at the thoughts that managed to enter her mind.

"So, have you lived in New York your entire life?" Max asked, squinting an eye to shield the sun from hitting his orbs.

She looked over at him and shook her head.

"Actually moved here a month ago. Used to live in California. I needed a new change. Nothing was happening for me there. In fact, this gallery happened in a month of me being here and I couldn't even get my photographs to feature in a gallery back in California and I've been living there my entire life. Must say something, huh?"

"Yeah. The people in California don't care much for photographers." Max smiled.

Lily let out a quiet giggle, shaking her head. "Either way, I'm glad to be here. I finally know what it's like to feel… _Home_ , you know? So, thank _you_ … For being a reasonable landlord and also an amazing friend."

 _Friend_. Max let his smile drop for a moment at that word before he cleared his throat. That would change soon enough.

"I've got a bottle of wine back home and I'm thinking of ordering some pizza… I have to celebrate with someone and since you're the only one I know, want to join me?" Lily said quietly.

Max broke out into a grin. Maybe things would finally go his way without forcing it. "How about you order it right now and we can start walking back to the building?"

Lily nodded, smiling to herself. "Great. Let's go." She pulled her phone out to dial the nearest pizza restaurant, ordering two boxes of pizza to deliver to her apartment. When she finished ordering pizza, Lily pocketed her phone in her bag and followed his lead back to the building.

Later on that night, Lily poured two glasses with her red wine and brought it to the living room. The candles surrounded the vacant area to illuminate the space. As she entered the living room, Lily smiled at the sight of Max placing each a slice of pizza onto two plates. When he noticed her, he flashed her a small smile and handed her a plate while she handed him a glass.

"Smells delicious," she said.

"Good call on the regular pepperoni." Max smiled, taking a seat across from her. "So, why a photographer?" He asked, taking a bite of his own slice of pizza.

Lily looked up at him, setting her glass of wine down as she shrugged a shoulder. "I don't know. Picked up a camera when I was younger and fell in love with it ever since."

"Your parents give you your first camera?"

Lily tightened her jaw, looking away and shifting along the floor. "Um, not really, no."

"Sorry. Did I cross a line...?" Max said quietly – he didn't want to mess things up with her before they even started.

"Family is just a really soft subject for me, that's all. You didn't know. It's not your fault."

Max tilted his head, setting his plate down to bring the glass to his lips. Maybe this woman had more in common with him than he thought. "Don't worry. My parents are a sore subject for me too."

They spend the night talking about one another, avoiding the subject about family. She was enjoying his presence and wondered if it would be a bad idea to "sleep with the landlord." It sounded so taboo and something that only came out of fictional stories.

"It's getting late and I have to pick up my new artwork in the morning tomorrow," Max said with a smile.

Nodding, Lily stood up and led him out the door. She wanted to ask him to stay and with the tension clear in the air, she knew that he wanted to stay too.

"Good night, Max…" Lily leaned in, moving her lips to press slowly against his.

Though, Max pulled away with a quiet sigh.

 _Fuck_ , she thought.

"I'm so sorry… I must have misinterpreted what was – I'm sorry. Good night." Lily said, shutting the door and locking it behind her.

"Lily…" Max quietly said, seeing the door close in his face before he rubbed the back of his neck. He glanced at her door before walking to his own apartment down the hall with clear frustration in his features. He was upset with himself. He wanted her and he simply denied her advances.

Lily began cleaning up, setting their wine glasses in the sink and blowing out the rest of the candles to prevent a fire from starting. She walked to the bathroom, undressing as she sighed to herself. She stared at her body in the mirror, looking down at herself with disgust.

"There's no way he's interested in you," she told herself.

Max was watching and he felt immensely guilty. His eyes couldn't help but rake over your body, but as he turned, his knee hit the wall which caused Lily's attention to move where the sound had come from.

Furrowing a brow, Lily looked around her apartment before sighing. Now she was becoming crazy. Great.

The following morning, Lily dressed in tight leggings and a sports tank top. She needed to release all her emotions and running was the perfect answer. She attached her iPod to her arm and placed an earbud into her ear, stepping out of her apartment. Just as she was walking, Lily bumped into Max.

"I'm sorry… Should watch where I'm going," she said. Max's hands were placed on her slender hips, probably to hold her from falling. She bit her lower lip and glanced over her shoulder to see an older man peek his head out at the interaction between her and Max.

"Don't worry about it, Lily…" He glanced over his shoulder to see his grandfather, sighing to himself. "I'm sorry about last night… It wasn't you. Just didn't expect someone like you to like someone like me…" He admitted.

Lily shook her head. She hated hearing people put themselves down especially when they were a really great person. "Hey, you're a great man, Max. I'd be stupid if I didn't want you." She admitted, leaning up to kiss his cheek.

Max turned his head, letting his lips press against hers and he could have sworn that everything around him disappeared. All the negative words from his grandfather diminished from his thoughts and he knew he wanted more. He needed _her_.

Lily froze for a moment at what was happening before allowing herself to succumb to him. Her hands instantly rest on his chest before she pulled herself back. She looked into his eyes and smiled shyly.

"I'm gonna go for a run. You – I'll see you later." Lily kissed his cheek, walking to the elevators and looking at him. Max couldn't help but smile – he had her now and there was no way he was going to let her go.

Lily had never been fully intimate with a man. There were a few boyfriends here and there, but they all left because she was never ready to go that extra mile. Sex had always been something she was saving herself for, but if she was being honest with herself, it scared her too.

She was scared to let anyone get close to her because she was afraid they would end up leaving… Just like everyone else in her life.

After she finished with the day's errands, including her run and contacting the people that handed her their cards yesterday, Lily heard a knock at the door. Unlocking it, she saw Max with a bottle of wine and with a grin that was enough to make her weak at the knees.

"Hi there," Max said.

"Come in, come in." Lily opened the door for him and he smiled in her direction, stepping inside. She shut the door behind her and noticed Max setting the bottle of wine down.

Instantly, Lily wrapped her arms around his neck, pressing her lips against his. Max rested his hands onto her hips, moving one to run along her back and to grasp her backside. Gasping against his lips, Max darted his tongue out to flick his own against her upper lip. Lily whimpered, pulling the end of his shirt over his head as her hands immediately run along his chest once more. Max hoisted her up into his arms, bringing her into her bedroom and setting her down.

He had removed her shirt and tossed it to the floor, his lips moving down her chest. Lily's hands move to rest in his hair, moaning quietly at the feel of his beard gently scratching her skin before she felt him grasp her hands and place them at either side of her.

Max's lips move further down her chest to her flattened abdomen and instantly, Lily opened her eyes. She wasn't ready yet.

"Max…" She said quietly, seeing him look up to press his lips against hers before she turned her head to stop him.

"Max… Stop, please." Max sat up, looking down at her and sighing. He draped his legs over the edge of the bed and rested his hands onto his knees. He was hurt.

"It's not you, Max… I'm just – Listen, I'm not ready yet…"

The silence was awkward and uncomfortable, but when he looked back at her, Max noticed that she wasn't trying to cover herself up. Still, though, he was a bit upset.

"Okay… I'll just – I'll go." He stood up from the bed and walked out of her bedroom to retrieve his shirt, pulling the fabric over his head to cover his body. Lily sighed, grabbing a sweater to pull on before she got to her feet.

"Wait… Don't be upset."

"I'm not, Lily. I understand."

Before Lily could even argue and ask him to stay, he was already out the door.

Max was upset and embarrassed. Lily knew that she shouldn't feel bad, but somehow she did. She just hoped that this wouldn't cause a rift in their friendship.

After all, he still was her landlord.


	2. Chapter 2

The following day, Lily woke up to an empty bed and an even more empty feeling settling at the pit of her stomach. She wasn't expecting last night to happen so fast and she sure wasn't expecting the look of hurt and disappointment in Max's eyes. She couldn't bear to see him hurt, so she decided she had to go talk to him.

Changing into jeans and a regular t-shirt, Lily left her apartment with her camera and backpack in tow. She figured she would have an excuse to go somewhere just in case he asked.

Besides, she needed to explore New York City and take more photos.

Lily walked to his door, quietly knocking. How was she supposed to tell him that the reason why nothing happened last night was because she was a _virgin_? She was afraid he would laugh at her, poke fun at how old she was and still had never slept with anyone.

Once the door opened, an older man looked at her with a blank expression. She couldn't read him and if she was being honest, his stare alone was a bit… Creepy.

"Oh, hi, sir… I was, uh, wondering if Max was around?"

The older man remained quiet for a few moments before deciding to speak. "He's busy at the moment. I'm assuming you're our new tenant."

Lily nodded, her face falling for a brief moment at the mention of Max being busy. "Um, yeah. I'm Lily."

"I'm August. Max's grandfather."

"Oh! It's nice to meet you, August. I can't thank you and your grandson enough for letting me stay in that wonderful apartment of mine. It's really amazing."

"Got any pets?" August asked, not exactly caring about your previous statement. "Are you loud?"

"No pets… Not loud, no…"

Lily furrowed a brow once August flashed a small smile, nodding in her direction. "Well, in that case, welcome to the building."

He shut the door behind him as Lily sighed, walking towards the elevators. Her mind drifted to Max – she definitely messed up something that could sprout into a potential relationship.

Max had wanted to talk to her, but he knew better than to embarrass August in front of people. It was a shame how he felt so weak when he was in his grandfather's presence. It wasn't helping that the older man still had the audacity to talk down to him while Max was taking care of him since his stroke.

"You leave that girl alone, Max. You hear me? You're a weak man and she needs someone who can take care of her." August said, moving slowly to his bed.

"She happens to like me…" Max quietly said, helping his grandfather to the mattress and gently providing aid to let him lie down.

"You are nothing. She will realize that you're not worth the trouble, that you're weak. Just like your father."

Max looked at him with tear filled eyes, walking out of the room once he made sure that he was safely in bed. He left the apartment to go beneath the walls – it was his safe haven where he felt like he could release all his pent up frustrations.

He banged his head against the wall, tears flowing down his cheeks. It wasn't enough. The constant thoughts continued to swarm his mind, so he pulled his arm to his lips and instantly bit down on his forearm.

He needed to calm down before Lily came home, but maybe August was right. There was a reason that Lily stopped him last night. Maybe she realized that she deserved better. Max took a deep breath and escaped the walls, entering the hallways once more and walking into Lily's empty apartment.

He walked to her closet, running his fingertips on the fabric of her clothes before he entered her bathroom. Max spotted the familiar tub and took a seat inside, letting his hands run along the edge of the white bathtub. He imagined Lily as he shut his eyes, feeling a tightness growing at his lower half.

He needed _her_. Badly.

Once nighttime hit, Lily entered her apartment and set her things down. She had spent the day taking photos while exploring New York City and she loved every second of it. It also helped her ease her mind and thoughts about Max, but the minute she set her things down, Max entered her mind once more.

Lily was about to cook herself some dinner before she heard a knock at the door following a single ring of her doorbell. She really hoped it was Max.

Opening the door, Lily couldn't help but let a small smile line her lips at the sight of him. He was holding a bag of Chinese food with that same adorable grin.

"Want some dinner?" He asked.

"That sounds great. Smells great too. Come on in."

Lily shut the door behind him and led him to the small dining table that she set up at the corner of her kitchen. It was small, but at least they weren't sitting on the floor like the first time they had dinner together.

Max was taking the small cartons of food out of the plastic bag as she grabbed two plates, setting it on the table following with two glasses of water.

Sighing, Lily took a seat and brought a leg underneath her. Max sat across from her, his smile still on his face. She was sure that he was upset last night.

"I want to apologize for what happened last night," Lily abruptly said once Max began setting food onto his plate and hers. It was such a thoughtful gesture that Lily couldn't help but smile at.

"Don't. If you aren't ready, I won't rush you. I'd still like to spend time with you, though…" Max said hesitantly, looking up at her for some sort of confirmation that she felt the same way.

August's words ring in his ears as he pocketed his hands – it was a defense mechanism that seemed to help calm him down. Max repeatedly reminded himself to remain calm, to hope for the best regardless if it was the answer he wasn't looking for.

"I think I should tell you something. I owe you that much." Lily watched as his hands clenched in his pockets before she furrowed a brow. "Can I – Um, here." She gently took ahold of his forearm, gently removing one hand from his pocket. Lily placed a hand over his, letting her thumb run across his skin.

Max watched her carefully. His breath hitched in his throat at the immediate contact. Sure, he touched her last night, but this was much more intimate. She must have caught on to what you were doing.

"You're holding my hand…" Max said, staring down at both their hands.

Lily laughed quietly, nodding as she leaned in to kiss his cheek. Maybe he wasn't experienced just like her, but from the way he took control last night, Lily was sure that her theory was wrong.

"I'm a virgin." Lily said abruptly. Might as well peel it off like band aid: quick and without hesitation.

Max looked up at her instantly, his eyes slightly widening. He couldn't believe it. How could someone so beautiful, so sweet and kind never been touched before? It made him grateful that he didn't have to resort to forcing you into anything without your consent.

"What? How?" Max asked quietly.

"I told myself I would wait for the right guy, but no one ever seemed to fit the bill. The moment I would tell my previous partners that I was a virgin, they would run away. Apparently, I'm too old to have not slept with anyone." Lily removed her hand from his and instantly fidgeted with her own hands on her lap.

Max looked down at her hands and wondered if she used the same tactics to calm herself down. From the looks of it, he was right.

Taking a deep breath, he placed a hand over hers. Max gently scooted his chair closer to hers – he loved the way her skin felt against his.

He yearned for more.

"So, is that my cue to leave then?" Max teased quietly, looking up at her with a small smile.

Lily shook her head, removing her hand from his own once more. Max's smile dropped. Maybe he shouldn't have teased her because he was immediately missing her touch.

"It's not funny. I actually like you. Last night… That's the farthest I've ever gone with a man in terms of actually allowing it to happen. I'm not saying that I'm not ready… I'm just … I'm _scared_."

Max felt important. He was the first person that she even considered losing her virginity to? It made him feel like someone wanted him for a change. It was a great feeling and he wondered if this was the woman who would help him through his troubles, help him become a better man, help him prove to August that he wasn't weak, that he was strong and needed.

"You wanted it to happen?" Max bit his lower lip. He couldn't help but smile at her and Lily could have sworn that his dimples were enough to convince her, but he didn't need to know that.

"… Yeah, I did. I really wanted it to happen. We just met and I don't know if it's normal, but I _really_ like you, Max."

Max blushed.

God, it felt amazing to have someone like him without any force.

"I won't hurt you, Lily…" Max leaned in, letting his hand rest on her face gently. He thought he crossed a line by touching her, but when he felt her leaning against his touch, Max grinned.

Things were finally looking up for him.

"I know you won't, but I'm afraid something else might," she giggled quietly, a blush appearing at her cheeks once she motioned towards his crotch. Lily heard stories about how painful the first time would be, but somehow Max alleviated all her concerns.

"You're funny," Max's blush deepened.

"It won't happen tonight, but I promise you that it _will_ happen…" Lily said, turning her head to kiss his cheek, but instead catching the corner of his lips.

It was odd how they were still a bit hesitant about what was okay and what wasn't in terms of touching and kissing. It made her enjoy the slow process of the relationship.

Max, however, was a bit disappointed when he realized that sex was not going to happen tonight. He was hoping that she would allow it to happen, but like he said, he would wait.

"Thank you for understanding, Max." Lily said, pulling away from him to begin eating.

Max watched her for a moment, tilting his head as he let his eyes run over her frame. He wanted to touch her so badly, to let his hands run over your soft skin, to let his lips graze the weakest of spots along your neck…

He wanted _her_.

"You not going to eat?" Lily asked, taking a bite of orange chicken before Max was brought of his train of thought.

"Sorry. Got lost for a second." Max laughed quietly, picking up his utensils to begin eating.

Max would wait, but for now, between the walls would be enough satisfaction.


	3. Chapter 3

The next few days were civil enough between Lily and Max. The tension about what happened dissipated and for that, Lily was grateful. She also couldn't help that Max liked her just as much as she liked him.

Lily continued to leave every morning to explore New York, only to come home just in time for Max to bring her dinner. They had been having dinner together almost every night. It was something that both were enjoying.

There were still a few hesitant touches, but they were slowly coming to terms that touching each other was okay.

One day, Lily came home early from her exploration of New York City. She had good news to tell Max. One of the famous magazines in New York offered her a job and she couldn't wait to start. It seemed like Max was her good luck charm. Ever since he entered her life, things were finally looking up.

Though, when Max was nowhere to be seen, Lily sighed. Maybe later tonight. She entered her apartment and smiled to herself – she couldn't believe she landed a job at a magazine as a photographer. It was truly a dream come true.

As she walked to the pantry, Lily noticed that something seemed a bit off. She furrowed a brow, letting her hand graze the wall before she tugged it open.

"What the hell?" She thought to herself.

Lily stepped inside, looking around the dark walkway. What the hell was this place? She pulled her phone out to use as a flashlight, guiding her way through the darkness. Go figure. There was no signal – it was something that she was trying to fix for quite some time now.

She spotted a chair and tilted her head, walking towards it before seeing a peephole. When she looked into it, she noticed that it was her bathroom. Suddenly, Lily dropped her phone. Someone was spying on her and she needed to find out who. She had a guess, but she hoped it wasn't true.

"What are you doing here, Lily?" Max said, clearing his throat. When she looked up at him, Lily suddenly felt fear. He wasn't smiling. In fact, he looked worried.

Max stepped towards her. She was never supposed to find out about this, about his secret lair. Seeing her with the same look that every woman gave him made his heart break. She was _scared_ and he wanted nothing more than to just hold her and tell her that it wasn't what it looked like.

Except it was.

"Me? What the hell are you doing? Are you spying on me? What the fuck is wrong with you?" Lily stood up, picking her phone from the ground and walking back to the direction of where she came from. She didn't know where to go and Max was close to catching up. She saw a glimmer of light and instantly walked in that direction.

Max was a bit surprised. She wasn't running away. She wasn't trying to get him to disappear. When she reached her apartment, she didn't even bother to shut the door. If she was scared, why didn't she try to get away from him?

"Lily, please… Let me explain."

Max grabbed her hand once they were both now standing in the kitchen. Lily instantly looked up at him, snatching her hand from his grasp which only made Max's pain double.

She had never pulled away from him.

"What is there to explain, Max? Fuck. I knew you were too good to be true. I fucking knew it." Lily sighed, turning to grab a glass and a wine bottle, filling it to the brim. "Why are you spying on me?"

Max sighed. He wanted to take a step closer, wanted to hold her, but he refrained from doing so. Instantly, he pocketed his hands once more. He was hurt, but it still confused him as to why she wasn't running away.

"I – I haven't been completely honest with you, okay? There's something wrong with me. I don't know how to control it. When I get scared, I go between the walls. It's my safe haven I just wanted you to like me… My grandfather says I'm weak, just like my father. No one would want me, would like me once they found out who I was as a person and how weak I am… He's right." Max's eyes drop to the ground, keeping his hands fidgeting in his pockets.

Lily furrowed a brow, looking in his direction. She couldn't help but feel somewhat sorry for him and somehow, she just wanted to envelope him in a hug and tell him it was going to be okay. It seemed like he lacked affection in his life which made much more sense now.

He was always afraid to touch her, always hesitant as if he didn't know if it was okay to do so.

"Max…"

He looked up, his eyes flashing a hurt puppy dog look. Lily instantly felt her heart break at the sight. Downing half of her wine, she set it aside on the counter before walking up to him. Gently, Lily rested a hand on his cheek. He looked so hurt and the guilt was written all over his features.

Max looked down at her, thoroughly surprised to see that she chose to still touch him, to be near him. He was weak and he didn't know why she hadn't run.

"I'm sorry, Lily… I can't help it. Sometimes I know that it isn't right, but I still do it anyway. I don't know – I don't know how to stop." Max looked away, leaning into her touch. Lily was comforting him and making him realize that maybe he was enough for someone out there, maybe he was worth it, that maybe he was just a troubled man who needed to be fixed.

"I thought you'd be the one to take me out of those walls and you are, but – But you're scared of me. I saw it in your eyes…"

Lily sighed, dropping her hand.

Max instantly missed her touch.

"That's because you snuck up on me in a dark hallway behind the walls. That would scare anyone." Lily replied, trying to lighten the mood. He doesn't smile though and she didn't know what else to do.

"I'm sorry… I didn't mean to spy on you, really…" Max said quietly.

"So, you saw me? In the bathtub?" Lily asked.

Max nodded, not meeting her eyes. "You're really beautiful, you know?"

Lily blushed, the pink hue hitting your cheeks. Max finally looked up, wondering if maybe this was the end of their relationship. Though, when he realized the color in her cheeks, he felt a slight glimmer of hope.

"I'm not saying it's right, but … I forgive you. I don't know why you do what you do, but I promise, Max… Things will change." Lily said, wrapping her arms around his frame.

Max let out a breath of relief, pulling his hands from his pockets to wrap around her tiny frame. He couldn't believe it. She was aware of what he did, and yet, she still chose him.

"B – But why?" Max asked hesitantly.

Lily looked up at him, biting her lower lip.

"Because I _want_ you, Max. I _like_ you. You don't need to keep spying on me, okay? Things will happen gradually… Just be patient, _please_ …" Lily pleaded.

Max looked into her eyes and noticed the genuine look in her orbs. Was there really a woman out there who was going to accept him for who he was? He couldn't lie. He wanted her so badly that he couldn't help but go in the walls and spy on her. Seeing her soft, bare skin… It was itching for his touch.

But he had to respect her wishes. Max needed to realize that she really wanted him.

"And if you want… Or if it helps, you can come to my apartment whenever you feel like you need to shrink away from your grandfather, okay? No one should ever be talked to that way, even _you_." Lily said, bringing her hand once more to his cheek. She let her thumb run across the bristles of grey and black hair at his jaw.

"O – Okay… I'd like that…" Max said, shutting his eyes at her touch.

Lily leaned up, placing a light kiss on his lips. She needed to find out what he went through, what he had to deal with in order for him to have turned out this way.

And if that needed to happen, Lily was going to tell him about her life as well.


	4. Chapter 4

**Author's Note:** It's a short chapter, but I wanted to update and move forward with Lily and Max. Stay tuned! :)

* * *

Lily finally finished at the studio. It was a bit tiring, but it was everything she thought it would be and more. But when she arrived to her building, she couldn't wait to see Max. Ever since she found out what he had done, she didn't feel anger. Instead, she felt sympathy. She wanted to know what led Max to do what he had done.

At the sight of Max at her door, Lily smiled.

"Max! Hey. Everything okay?"

Max flashed her a small smile, keeping his hands in his pockets. He didn't have to say anything. She could see the trouble in his eyes.

"Can – Um, you said it was okay if I come to your apartment if something happens…" He hesitantly said, watching her unlock her door. Max wanted to help her hold her bags, but he didn't want to intrude.

Max was still a bit hesitant around Lily ever since she found out that he had watched her. He still didn't know why she still stuck around, why she was still here, why she even bothered to spend time with him.

He was nothing, just like August said.

Lily set her bags down into her bedroom, motioning Max further into her apartment. She yearned to hold him, to tell him that everything was going to be okay.

Lily still didn't have much furniture in the living room, so she led him to the kitchen instead, deciding to sit at the small table.

"If you're tired, I can go. I know it was your first day… How was it?" Max asked, looking into her eyes.

Lily couldn't believe it. How could have anybody shut this man out? Here he was, obviously troubled and shaken up by the verbal abuse he had to endure by his grandfather and yet, he was making sure that _she_ had a good day.

"No, I'm fine. We're talking about you right now, okay? Can I – Um, can I sit on your lap?" Lily asked hesitantly.

Max slowly nodded, removing his hands from his pockets once she sat on his lap. Lily draped her arm around his neck and her legs over his own. Instantly, Max rested his head against the crook of her neck, taking comfort in the support that she was providing for him.

"We don't have to talk, but I'm here if you decide to change your mind, alright? I can even call for pizza and you can spend the night. It'll be like a sleepover. Those always sound fun, don't they?" Lily said, trying to lighten the mood. She couldn't help but feel her heart break at the look in Max's eyes.

Whatever August said must have hurt him.

"My grandfather… He was going on about how I'm not a man, how I haven't taken what was mine, that I'm weak. I told him I wanted to respect your space, to let things happen accordingly, but he said that if I was really a man, you would have already allowed me to – to have you." Max said quietly, his lower lip quivering.

Lily could feel his body shaking and the way his arms tightened around her made her wonder how long Max had to endure the abuse. It also was unsettling to know that August was thinking about sex like it was the only thing that mattered in a relationship. In fact, Max was the only man Lily had been with to even _wait_ for her to be ready.

"You _will_ have me, Max. And sex… It doesn't define a relationship. It doesn't define how strong you are, how big of a man you are… Your grandfather sounds _extremely_ old fashioned, but right now… I think I've hit the jackpot with you."

Max lifted his head from her shoulder, looking at her with slightly confused eyes. Lily slowly cupped his cheek, running her thumb across his facial hair. She let her lips lightly touch his, smiling against his lips.

"Jackpot? What – What does that mean?" He asked, pulling away.

"You're a special man, Max. _You_ need to start believing that because I can't believe that you're here, with me, right now. Any woman would be lucky to have you and to think that _I'm_ the lucky one? Well, I think I'm going to keep you forever and never let you go."

Max felt wanted. He felt _special_ for once. He wanted to kiss her, but he was still hesitant.

Lily knew. This was it. She was going to let him take the last of her innocence and she wasn't going to regret it.

Standing up from his lap, she couldn't help but giggle at the sudden confusion written in his features. Max looked up at her, tilting his head in her direction. He wanted her back in his arms, but the moment she took his hand, he followed instantly.

Lily led him to her bedroom, standing at the foot of the bed. Slowly, she unzipped her jacket, shrugging it off her shoulders before grabbing the ends of her shirt to lift above her head.

When Max finally realized what was happening, he couldn't help but feel himself stiffen at the sight of her undressing _for_ **him**. It was completely different when he watching her in between the walls. Right now, this moment was for him. She was doing this because she _wanted_ him.

Suddenly, Max rested a hand on her forearm, stopping her from unclasping her bra.

"Are you – Are you sure?" He asked hesitantly.

Lily slowly unclasped her bra, removing it from her body to reveal herself to him. The way he was looking at her made her feel beautiful, made her feel like she was _enough_ for somebody.

"I'm sure, Max. You're safe with me… I promise."


	5. Chapter 5

**Author's Note:** Smut ahead!

* * *

Max watched her undress for him and for the first time, he didn't feel like he was spying or intruding on her personal space. For once, he felt welcomed. He felt like he was _important_ enough that Lily was willing to lose her virginity to _him_.

He didn't know what he did to deserve someone like her, but he was damn sure that he wasn't going to let her go.

Lily stood there, clad in her black laced panties. She exposed herself for him to see and she couldn't read his expressions. His eyes deviated every inch of her exposed skin, raking over her breasts to the flatness of her abdomen to her long, yet toned legs…

Max told himself to take things slow; he didn't want to rush this process despite the raging erection he was experiencing at the moment.

"Max…" Lily mumbled, causing his eyes to lift from her body to remain on her own orbs. She was beautiful. The innocence and purity revealed to him that he never wanted to hurt her again. Ever.

"I'm sorry… I just – You're really beautiful, Lily…" He stepped closer hesitantly, moving a hand to rest on her hip. His hands were shaking in anticipation, but the moment Lily's lips latched onto the middle of his throat, he knew that the hesitation was not needed.

At least not anymore.

"I'm almost naked… And you're not. This is highly unfair," she mumbled, letting the softness of her lips graze his warm skin. She felt the bristles of his facial hair tickle her lips, causing her to giggle quietly.

Max smiled, his arms wrapping around her frame and holding her in a tight embrace. She gasped and he instantly pulled back, afraid that he had hurt her.

"What? Are you okay?" Max said with concern clear in his tone.

Though, when he noticed where her eyes went and the redness in her cheeks, he knew immediately that she had _felt_ his obvious excitement.

"I'm great… I'm with you." Lily responded, lifting his shirt over his head. He let her undress him, stepping out of his jeans as he looked down at himself and took notice of the tent in his boxers.

It was different. He wasn't watching her behind the walls. He wasn't invading her space. Instead, Lily was allowing him the honor to be _the_ one to take her innocence. It was the complete opposite of what his grandfather had constantly told him.

He was a _man_. He was _enough_. He wasn't weak.

And Lily was proof of that.

Suddenly, Max lifted her into his arms, gently placing her onto her back on the mattress. It reminded the both of them of the previous night where Lily had to stop him before anything happened. It was something they both were looking forward to continuing.

When Lily spread her legs open for him to settle between, Max took the time to slowly lower her panties. He couldn't believe this was happening. He couldn't believe that a woman willingly wanted to be with him, especially in this way.

The moment he tossed her panties aside, Lily (out of instinct) closed her legs, moving her hands to cover her womanhood. Though at the sight of Max furrowing his brows in confusion, she couldn't help but smile.

 _He was so cute_.

Max moved a leg aside, giving him enough room so he could settle between her legs once more. As soon as he pressed his clothed erection against her warm heat, he instantly gasped.

And so did Lily.

It had been such a foreign feeling that she never experienced before and it made her that much more excited for what was to come. Sure, she had touched herself here and there, but to feel the _real_ thing… It was arousing.

Max leaned down, slowly capturing her lips with his own. He was so gentle, making sure that everything he was doing was okay for Lily. It made her smile. He was always so thoughtful about making her feel comfortable.

The way he kissed her was slow and passionate, teasing her lips with the tip of his tongue. Max couldn't control the way his hips rocked against hers, allowing her to feel just how excited he was. He also couldn't help that her warm, _wet_ heat were now beginning to stain the front of his boxers.

Max shivered at the feel of Lily's fingertips running down his bare back to rest on the waistband of his boxers. Despite Lily having trouble with her self-acceptance, so did Max. When she lowered his boxers to reveal his manhood, Max instantly pulled away from the kiss to press himself fully against her, hiding his member from her.

Lily furrowed a brow, biting her lower lip. She was distracted by the feel of his warm manhood pressing against her, but she needed for him to know that he was just as _beautiful_.

"Max…" Lily whispered, slowly pushing his hips to alleviate some of the pressure and giving space between their bodies.

Max hovered above Lily, their bodies bare for the other to see.

"You're _perfect_ , Max…" She said quietly, running a hand down the center of his chest to his lower abdomen before taking hold of his member. When Lily's eyes avert to his manhood, she had to gasp.

She was _not_ expecting him to have the girth and length as he did. And fuck she was excited, but she was also _nervous_.

Max's eyes fluttered. The feel of her warm hand wrapping around his throbbing member caused a quiet groan to escape his lips. But he remembered that this was supposed to be special for Lily. He needed to take care of _her_.

"Lily…" Max gently took her hand from his member, kissing her knuckles lightly. He grabbed both of her hands and placed them at either side of her, pinning them down by lacing their fingers together.

She was at his mercy and Max knew that she was ready, _ready_ for him to complete her.

"Max, please…"

Max shifted his hips, aligning himself at her opening as his eyes stare into her own. "I – It might hurt, okay? But I promise it's not intentional… The minute you say stop, I will stop."

Lily smiled at his generosity, at his concern. She couldn't believe that she found a man that was going to make sure that her first time would be gentle.

Then, the words that escaped her lips made Max's heart leap out of his chest.

"I _trust_ you, Max."

Max placed a gentle kiss on Lily's lips before he pulled back to look into her eyes. Slowly, he pushed himself into her tight heat, waiting for her to adjust.

The sound that escaped Lily's lips was enough for Max to gently push himself further into her warm heat, encasing him in a tight vice.

"Max, wait… _Ah_ … Please, wait…" Lily said, extending her legs as if opening herself up would allow him easier access void of any pain.

Max instantly stopped, moving a hand to release her own as he gently cupped her cheek. He ran his thumb soothingly along her cheekbone, kissing her forehead. It was such a sweet gesture and when Lily said stop, he _literally_ ceased all movements.

"You're okay… I promise." Max reassured her, pushing himself until he was sure that he couldn't go in any further. He looked down for a moment, taking note that half of his manhood still appeared while the other half was buried inside her.

He hoped that one day Lily would get used to his size because he wanted to know what it felt like to be _deep_ inside of her just as Lily wanted to know what it felt like to feel him _fully_.

Slowly with the aid of his thrusts, her walls begin to give way, growing accustomed to his length. When Max felt her walls loosen just enough that the pain would disappear, he couldn't help but grin.

The pain was over and now they were ready to focus on the pleasure.

Lily's moans echo off the walls of her bedroom every time his hips move into her. He couldn't necessarily slam into her despite his need for the action. He was still mindful that she wouldn't take it and he didn't want to put her in more pain than she was experiencing.

"Oh, fuck… _Max_ …" Lily moaned, gripping his hands tightly as she arched her back, pressing her bare chest against his own. She felt his chest hair slightly tickle her, causing her to let a smile line her lips.

Max knew that once this was over, he was going to want more. The way she moaned his name, the way her face contorted in pleasure when he continued to thrust into her… He wanted to make her feel good all the time now.

Suddenly, Max removed his hands from Lily's, resting them on her hips. Lily took this chance to wrap her arms around his neck, keeping him close to his body as his face buried against her neck, breathing heavily. The feel of his facial hair brushing against her neck heightened the pleasure she was feeling.

With Max holding onto her hips, it gave him a chance to move quicker. Max felt her walls milk half of his manhood, causing him to moan against her neck.

Max sensed that she was close, therefore, he brought his thumb to gently brush against her bundle of nerves. It was in that moment that Lily came undone, her legs wrapping around his waist tightly.

Her body shook at the pleasure she was feeling and Max continued to rub at her bud, applying the right amount of pressure that would continue her moans.

Max suddenly slammed into her, the feel of every inch sliding into her tight heat was enough for him to release into her warm abyss.

He couldn't control himself, but the feel of Lily wrapping around his member was enough for him to forget that you were just a virgin.

Lily widened her eyes when he filled her completely and despite the slight pain, she welcomed it. She wanted more of it.

Max slowly thrusted a few more times before pulling out. He collapsed next to her, slowly pulling her into her arms as Lily smiled to herself. It was a good thing she was on birth control.

"I'm sorry… I couldn't help myself and I just – I came in you and…" Max began before he was interrupted by Lily's lips.

She was smiling and Max couldn't help but wonder why she was so happy when he made a mistake.

"Don't worry… I'll be fine." Lily pulled back, staring into his eyes. "And for the record, I want that to happen again. Maybe in a couple of hours because _holy_ shit. I can't believe I waited that long, but I'm glad I lost it to _you_ , Max."

Max smiled. He was doubting his performance at the back of his mind, but with Lily's reassurance, he felt a sense of pride overcome him. He wasn't used to feeling happy, but right now, he craved more of it.

Max was sure that the answer to all his problems was the woman lying in his arms, cuddling against him.

"So, it was okay? Even if I hurt you?" Max said, resting his cheek at the crown of her head when he felt her rest against his chest.

Lily looked up, pressing a gentle kiss on his chin.

"You didn't hurt me. It was _amazing_ ," Lily responded, tracing shapes absently onto his chest.

"Good… I wanted it to be special for you." Max kissed her forehead, staring into her kind eyes. He didn't know what he did to deserve her, to deserve such a kind and caring woman. He was beginning to think that he would never find someone that would help him out of the walls, but here she was.

He still couldn't believe it.

"You're amazing, Max… Thank you."


	6. Chapter 6

Lily slept peacefully in Max's arms. It was oddly comfortable to have him so close to her, his warmth clouding her body and providing her the blanket she needed. She couldn't believe that it finally happened. Her innocence was taken from her by the greatest man that she had ever met. Sure, he had flaws, but they were within reason.

The next morning, Max lifted his head from the pillow to notice the woman lying peacefully in his arms. He didn't know how good it felt to wake up with someone next to him. His thoughts return back to last night and he couldn't help but let a grin line his lips. He wanted more, but right now, he had to make sure August was okay. Despite the abuse, Max was still a good man to take care of him.

"Lily…" Max whispered, gently stroking her hair back as he placed a light kiss on her cheek.

Her eyes fluttered open, staring up at him with slightly tired eyes. It was adorable, Max thought.

"Mm, hi… Morning…" She responded, bringing a hand to rub the sleep from her eyes.

"I just wanted to tell you that I'm going to make sure my grandfather is okay. I didn't want you waking up to find an empty bed…"

Lily smiled at the thought. He was so sweet.

"Okay, but hurry back, alright? I like when I'm in your arms," Lily said, shutting her eyes once more. She leaned up to place a kiss at his chin before turning to lie on her side, her back facing him.

Max couldn't help it, but he let his eyes rake over her bare frame. He bit his lower lip, shaking his thoughts of the pleasure that he was sure he would feel if he took her right now… Right here…

As he glanced down, he noticed that someone was stirring awake and it was brushing against her backside.

"Max…" Lily whispered, glancing over her shoulder to look up at him. Max instantly blushed, hesitantly scooting forward to press himself against her. Maybe August could wait for another thirty minutes.

"Is this – Is this okay?" He asked quietly, his arms wrapping around her from behind as he began to place light kisses along her bare shoulder.

"Y – Yeah… I'm a little sore, though." Lily admitted, shivering at the feel of his kisses and the warm hardness pressing against her.

"I'll be gentle." Max placed a gentle kiss at her earlobe, using one hand to bring her leg to drape back over his hip, opening herself up for him. His hand dropped down, letting the pad of his fingers gently brush against her bud. Instantly, she moaned, arching into him.

Max allowed his member to rest firmly against her slit as his fingers continue to tease her. "Do you like that?" He whispered, slowly feeling her wetness drip onto his manhood.

"Yes… Max, _please_ …"

At her begging, Max instantly pushed himself inside of her walls. He couldn't believe he almost forgot how good she felt. She pushed back against him, allowing him to push further into her and she loved every inch.

Slowly, Max began to move in a steady rhythm, gripping her hip with one hand. Lily tossed her head back, resting against his shoulder as she continued to moan at the pleasure she was receiving.

After their brief love session, Max held her tightly into his arms and Lily was placing soft kisses onto his chest, trying to regain her breathing.

"I thought you had to go check on August…" Lily whispered, looking up at him.

"I got a bit distracted," Max admitted, leaning down to peck her lips.

"Well, go and make sure he's okay. I'll be here. I won't go anywhere." There was a double meaning in that statement and Lily was hoping he would understand what she meant. Though, at the sight of his slightly widened his eyes and the arching of his brows, she knew Max got the hint.

"I'll be quick. Give me an hour tops." Max climbed off the bed, beginning to dress into his clothes from last night.

"Take your time. I'll make us some coffee and breakfast. It'll be ready when you come back. No rush, okay?"

Max looked down at her, smiling to himself. He couldn't help but acknowledge the fact that he felt needed, _wanted_ and it was all because of the woman lying in her bed. He leaned down, pecking her lips. Everything about her was addicting.

The moment Max left her apartment, Lily lied on her back, grinning dreamily at the ceiling. She couldn't believe she lost her virginity and she never thought she would see the day of this happening.

Just like she told Max, Lily stood up and slipped on a clean pair of panties and an old t-shirt that reached just her upper thighs. She entered the kitchen and brewed a pot of coffee before beginning to make breakfast.

Max entered his apartment, seeing August lying in his bed, waiting for him to arrive.

"Grandfather…"

"Where were you? I missed breakfast." August replied harshly.

"I was with Lily… We're together now." Max grinned, helping his grandfather into a sitting position. He instantly grabbed the bottles of medication and a glass of water, kneeling down in front of the older man. Max handed the needed amount of pills along with the water as August snatched it away from him.

"Does she know what you do? Does she know that you sneak around and watch her? Pathetic, sick, weak man you are, Max."

Max frowned. "Yes, she knows, grandfather. She's going to help me get better. She _likes_ me."

August stared at Max, emptying the contents of water with a splash to Max's face. Instantly, the younger man stood up, staring down at him with pained eyes.

"She will realize that you are just like your father. _Weak_. No one will ever love you, Max. The walls – That is where you belong. Leave the girl alone. She doesn't need you. She doesn't want you."

Max felt tears cloud his eyes, his hands curling into fists. He wanted desperately to run away, to hide behind the walls where he was comfortable, but he couldn't. He had Lily to fall back on.

"I will make you breakfast and then I will be leaving." Max simply said, turning on his heel to head to the kitchen.

He settled on making August scrambled eggs and two slices of toast. He set the food on the table, watching August slowly walk to the food. He waved Max away without a thank you before Max walked into his own room.

He shut the door, feeling the tears pool at his eyes once more. He hated how much August was able to crawl under his skin and make him feel worthless. Max grabbed a bag and packed a few changes of clothes and his toothbrush. Hopefully Lily would be just fine with him staying over.

After a brief shower, Max changed into dark jeans and a regular navy blue v-neck. He slipped on his shoes and draped the bag over his shoulder, leaving his room.

"Your medication will be on the bedside table. Take it in the next four hours." Without another word, Max left the apartment and quickly walked to Lily's apartment.

With a gentle knock, Lily opened the door and grinned up at him. At the sight of her, Max felt slightly better, but when he noticed what she was wearing… Well, he was beginning to cheer up.

"Hi… I made coffee and breakfast like I said." Lily took notice of his bag and furrowed a brow, tugging him inside as she gently took the bag from him to set in her bedroom. Max followed closely behind, biting his lower lip as he watched her backside with every step she took.

"Is everything okay, Max?" Lily turned around, catching where Max's eyes went.

Instantly, Max blushed, biting his lower lip embarrassingly. "I'm sorry… I didn't mean to stare…"

Lily walked up to him, gently cupping his cheek. Max took comfort in the gesture, leaning against her touch. "Don't apologize. I like it when you look at me. Makes me feel special. Like I'm –"

" _Beautiful_ ," Max finished, looking down at her.

"Exactly. Now, tell me what's going on…"

Max sighed, resting his hands on your hips, letting his thumbs brush against the waistband of your panties. "It's nothing… You said you made breakfast?"

Lily shook her head. "Nope. You're talking to me. If we're going to make this work… No more hiding and no more secrets, okay? I'm here because I _want_ to be. You're here because I _want_ you to be here. Don't doubt that for a second."

Lily led him to the kitchen, allowing him to sit at the small dining table at the corner. She set the plates of food down along with the cup of coffee before sitting across from him.

"August doesn't think we should be together…" Max whispered, sipping on the hot liquid.

"What? Why?" Lily brought a leg up onto her seat, folding it underneath her as she reached over to grab a strip of bacon.

"He thinks you're wasting your time with me… I think he's right. I'm not worth it. I'm weak. I'm not a man. I'm a sorry excuse for one, actually…" Max dropped his eyes along with his hands, fidgeting with them on his lap.

Lily sighed, standing up and sitting on his lap. Max felt comfortable with her so near. He wrapped his arms around her tightly, burying his face against the crook of her neck as Lily slowly stroked his hair back.

"Max… Hey, look at me, handsome…" Lily hooked a finger under his chin and he eagerly looked up. He couldn't help but blush at the pet name.

"You deserve better… I'm worthless…"

Lily's heart break, biting her lower lip as she felt tears cloud her eyes. It reminded her of her childhood, but now was not the time to get into that.

"I think I'm falling in love with you, Max…" She admitted. "I'm scared because of it, but I'm willing to take a chance. Do you know why?"

Max shook his head.

"Because you're _worth_ it. Whatever your grandfather said… It isn't true. He could push and push you, but it's up to _you_ to determine if it will affect you."

Max couldn't believe it. This woman was falling in _love_ with him. August was **wrong**. Someone was capable of loving him.

"You – You're falling in love with me? Really? _Me_?"

Lily giggled, shaking her head at his surprised look.

"I wouldn't have said it if I didn't mean it. I know you may not feel the same way, but –"

"I'm falling in love with you too, Lily."


	7. Chapter 7

**Author's Note:** All right! So, this is the end of this story! I figured I'd end this on a good note and give an explanation as to why Lily and Max get along so well. I hope you enjoyed it! Thank you for reading!

* * *

Tonight was different. Lily could tell something was on Max's mind. He had already been cooking dinner once she got home from work. Since admitting their feelings for each other and promising him another way to cope with his grandfather's abuse, Lily had given him a key to her apartment.

Sure, he was the landlord and already had a key regardless, it was the thought behind it that counted.

"Max?" Lily set her equipment at the corner of her bedroom. She removed her shoes and walked to the kitchen, seeing Max stir the contents in the pot. It smelled like pasta.

"Oh, hi. I didn't hear you come in."

Lily arched a brow. It had only been a few times where Max would be too deep in thought to realize what was going on around him.

Slowly, Lily approached him and hesitantly wrapped her arms around his waist from behind. She let her cheek rest against the back of his shoulder, shutting her eyes and inhaling his scent.

"Do you want to talk about it?" Lily asked.

Max sighed, turning the stove off before he turned around to look down at her. He found so much comfort with her so near. He couldn't believe that he used to live a life behind the walls. Lily had shown him a better way to live, to cope with his problems. Sure, there were a few instances where he wanted to resort to the walls, but he refrained.

He would shut his eyes and think about Lily; about her smile, her laugh, and about the love they both shared.

He loved her and she loved him.

"Maybe after dinner. Is that okay?" Max replied.

Lily nodded. She learned that pushing him to talk wouldn't work. So, instead, she leaned up on her toes to peck his lips. When she pulled away, Max smiled.

"Thank you for dinner, Max."

The entire dinner was quiet. Max was staring at his plate, obviously bothered by something that happened today. Lily wanted to know, but she would allow him to talk to her when he was ready. Occasionally, Lily would rest a hand on his own and steal a quick kiss.

It was the brief smile that he flashed her that made Lily feel like despite the troubles in his mind, she managed to quiet his thoughts for a small moment.

After dinner, Lily was cleaning the dirty dishes while Max was lying in bed. He was staring up at the ceiling with a hand behind his head. He was dressed in a white v-neck and boxers.

They never talked about moving in, but it was moot point. Max owned the building.

Once Lily finished, she walked to her bedroom. Usually, Max would lift his head to look at her, but not tonight. It was as if he was stuck in his own mind.

Lily sighed, walking to the bathroom to freshen up. She let the door close halfway and began to undress from her clothes. Max cleared his throat, looking over at the door and catching a glimpse of a naked Lily.

He shook his head. He didn't need to spy. Despite not being behind the walls, Max felt trapped. He was watching her through the small crack of the door, catching glimpses of her bare body. When Lily walked out of the bathroom with her hair up into a messy bun and completely naked, Max felt like he was caught.

He was spying on her.

"Lily?"

She turned around, slipping on a clean pair of panties and grabbing one of his shirts that he had left here.

"Hm?" Lily asked, sliding the large shirt over herself to cover her body.

He sighed, shaking his head and murmuring a simple, "Nothing."

Lily climbed into bed, letting her arm drape over his waist as her head rested against his shoulder. "I love you, Max."

He looked down at her. Max needed to tell her. She had to know before this relationship could go any further.

"I love you too, Lily."

"What's going on? You're acting… Distant. Is everything okay?"

Max sighed, sitting up and turning on the lamp near the bedside. Lily followed suit, reaching over to take his hand in his once she noticed that it was slightly shaking.

"Today's my parents' death anniversary. August was… He wasn't very nice today."

"Oh, Max… Why didn't you tell me? I could have stayed home with you."

Max bit his lower lip, his eyes deviating to their linked hands. He couldn't believe that there was someone out there who was willing to drop everything for _him_. It was too good to be true. Lily could have had any man she wanted, yet she chose _him_.

"You need to know how my parents died, Lily."

She furrowed a brow. "Okay… I'm all ears. I'm ready to listen."

Max looked into her eyes for a moment before dropping his gaze to the bed.

"My – My dad murdered my mom. Then he turned the gun on himself. I just – August was my mom's dad. He compared me to my father today. Saying that I'm going to do the same thing when I find out that you finally realize you deserve better. I would _never_ hurt you... Lily, you need to understand that."

Lily felt tears brim her eyes. She couldn't imagine living a life like Max's.

"Hey… You won't hurt me, Max. August is trying to get under your skin. We've talked about this before, remember? It's just you and me. I don't want better. I want _you_. I will always want you."

Max shook his head, "But why? I'm nothing. I'm weak. I'm not a man."

Lily sighed, gently cupping his cheek. "Look at me. Max, please."

Slowly, he lifted his eyes to meet her own. For once, Max realized that Lily was hiding something too.

"I was tossed around from foster home to foster home. I don't know who my parents are. I was ten when I realized when my birthday was. I was placed into the care of this particular foster care until I was old enough to leave." Lily maintained eye contact. Max could tell that what she was about to say was going to hurt her.

"Lily… What is it?"

"I never knew what love felt like, Max. My foster parents… They only had me because they were being paid to. I was told to stay in my room the entire day unless I had school. Food would be brought up to me. The only interaction I had were with people at school and even then, I always had trouble. When I found a camera, it was my way of expressing my thoughts. It was my own way of interacting with other people."

Max tightened his jaw. He felt anger. He couldn't imagine someone mistreating Lily.

"The reason I didn't get angry with you when I found out about you spying on me was because I understood. I would look into the viewfinder of my camera and spy on people too, maybe not to your extent, but I needed an escape. I needed something to give me hope that I could live a life like the other people I have taken pictures of." Lily finally dropped her eyes, looking down at their hands. She felt Max squeeze them.

"August reminded me of my foster mother. She always told me no one would love me. That's why I was always jumped from foster care to foster care. I didn't understand. The first photograph I ever took was a couple from across the street who were having sex. It wasn't the act that got me excited, but the fact that two people can be so much in love."

Max finally understood. Lily was exactly like him, except she took her talent and used it for something good while he didn't.

"I can't say I understand what you went through with your parents' death, Max, but I want you to know that you're not alone. I will _always_ be here. You don't have to shut down when I'm here."

Max leaned in, kissing her forehead. Slowly, he lied down and brought her with him. He reached over to turn the light off.

Surrounded in darkness, Max held her close. This was the woman that he was going to be with forever. If August didn't like it, then so be it.

It was time Max took a stand.

"And I will always be here, Lily."

"I love you, Max."

"I love you too, Lily. Thank you for taking me out of those walls."


End file.
